This Information Memorandum relates only to the issue of covered bonds by Swedbank Mortgage AB (publ)

Transcription

1 Information Memorandum A$10,000,000,000 Australian Debt Issuance Programme for the issuance of covered bonds by Swedbank Mortgage AB (publ) guaranteed by Swedbank AB (publ) and the issuance of medium term notes by Swedbank AB (publ) This Information Memorandum relates only to the issue of covered bonds by Swedbank Mortgage AB (publ) Issuer Swedbank Mortgage AB (publ) (incorporated with limited liability in the Kingdom of Sweden) Guarantor Swedbank AB (publ) (incorporated with limited liability in the Kingdom of Sweden) Arranger The Hongkong and Shanghai Banking Corporation Limited, Sydney Branch Dealer The Hongkong and Shanghai Banking Corporation Limited, Sydney Branch The date of this Information Memorandum is 28 August 2015

2 Table of Contents Important Notice 1 Summary of the Programme 7 Description of the Issuer 13 Description of Swedbank 14 EU Bank Resolution and Recovery Directive 17 Summary of Swedish Covered Bond Legislation 18 Conditions of the Bonds 22 Form of Pricing Supplement 47 Guarantee 52 Selling Restrictions 55 Taxation 60 Directory _7

3 Important Notice Introduction This Information Memorandum relates to a debt issuance programme ( Programme ) established by Swedbank Mortgage AB (publ) ( Swedbank Mortgage ) and Swedbank AB (publ) ( Swedbank ). Swedbank Mortgage is a public limited credit market company (Sw: Kreditmarknadsbolag) registered with the Swedish Companies Registration Office (Sw: Bolagsverket) in Sundsvall. Under the Programme, Swedbank Mortgage may issue medium term covered bonds ( Bonds ) and Swedbank may issue medium term notes ( Notes ), in each case from time to time and in aggregate up to the Programme Amount (as defined in the section entitled Summary of the Programme below). Swedbank has published a separate information memorandum that describes the issue of Notes. This Information Memorandum relates only to the issue of Bonds by Swedbank Mortgage ( Issuer ). On 17 December 2009, Swedbank issued a general, unconditional and irrevocable guarantee (the Guarantee ) in respect of all presently outstanding and future unsubordinated debt instruments issued by the Issuer, including Bonds issued under the Programme, until further notice. A copy of the Guarantee is set out in the section entitled Guarantee below and is available for inspection on the website of Swedbank at and at the specified office of the Registrar (as defined below). The Issuer is neither a bank nor an authorised deposit-taking institution which is authorised under the Banking Act 1959 of Australia ( Banking Act ). The Bonds are not obligations of any government and, in particular, are not guaranteed by the Commonwealth of Australia. An investment in any Bonds will not be covered by the depositor protection provisions in section 13A of the Banking Act and will not be covered by the Australian Government s bank deposit guarantee (also commonly referred to as the Financial Claims Scheme). Bonds that are offered for issue or sale or transferred in, or into, Australia are offered only in circumstances that would not require disclosure to investors under Part 6D.2 or Chapter 7 of the Corporations Act 2001 of Australia ( Corporations Act ) and must only be issued and transferred in compliance with the terms of the exemption from compliance with section 66 of the Banking Act that is available to the Issuer (including that such Bonds must be issued or transferred in, or into, Australia in parcels of not less than A$500,000 in aggregate principal amount). Issuer s responsibility This Information Memorandum has been prepared by, and issued with the authority of, the Issuer and Swedbank. The Issuer and Swedbank accept responsibility for the information contained in this Information Memorandum other than information provided by the Arranger, the Dealers and the Agents (each as defined in the section entitled Summary of the Programme below) in relation to their respective descriptions in the sections entitled Summary of the Programme and Directory below. Terms used in this Information Memorandum but not otherwise defined have the meaning given to them in the Conditions (as defined below). Place of issuance Subject to applicable laws and directives, the Issuer may issue Bonds under the Programme in any country including Australia and countries in Europe and Asia but not in the United States of America unless such Bonds are registered under the United States Securities Act of 1933 (as amended) ( Securities Act ) or an exemption from the registration requirements under the Securities Act is available. 1

4 Terms and conditions of issue The Bonds are covered bonds issued in accordance with the Swedish Act (2003:1223) on Issuance of Covered Bonds (Sw: Lagen (2003:1223) om utgivning av säkerställda obligationer) (the S.O. Act ). Bonds will be issued in series (each a Series ). Each Series may comprise one or more tranches (each a Tranche ) having one or more issue dates and on conditions that are otherwise identical (other than, to the extent relevant, in respect of the issue price and the amount and date of the first payment of interest). Each issue of Bonds will be made pursuant to such documentation as the Issuer may determine. A pricing supplement and/or another supplement to this Information Memorandum (each a Pricing Supplement ) will be issued for each Tranche or Series of Bonds. A Pricing Supplement will contain details of the initial aggregate principal amount, issue price, issue date, maturity date, details of interest (if any) payable together with any other terms and conditions not set out in this Information Memorandum that may be applicable to that Tranche or Series of Bonds. The terms and conditions ( Conditions ) applicable to the Bonds are included in this Information Memorandum and may be supplemented, amended, modified or replaced by the Pricing Supplement applicable to those Bonds. The Issuer may also publish a supplement to this Information Memorandum (or additional Information Memoranda) which describes the issue of Bonds (or particular classes of Bonds) not otherwise described in this Information Memorandum. A Pricing Supplement or a supplement to this Information Memorandum may also supplement, amend, modify or replace any statement or information set out in a Pricing Supplement or incorporated by reference in this Information Memorandum or a supplement to this Information Memorandum. European Union ( EU ) Bank Resolution and Recovery Directive The final text of the Bank Recovery and Resolution Directive ( BRRD ), establishing a framework for the prevention, management and resolution of failing credit institutions and investment firms, was published in the Official Journal of the European Union on 12 June The majority of measures set out in the BRRD are required to be implemented with effect from 1 January However, the Swedish implementation has been delayed and is expected to take place no earlier than 1 January See the section entitled EU Bank Resolution and Recovery Directive below for further information. Documents incorporated by reference This Information Memorandum is to be read in conjunction with all documents which are deemed to be incorporated into it by reference as set out below. This Information Memorandum shall, unless otherwise expressly stated, be read and construed on the basis that such documents are so incorporated and form part of this Information Memorandum. References to Information Memorandum are to this Information Memorandum and any other document incorporated by reference and to any of them individually. The following documents (including any that are published or issued from time to time after the date of this Information Memorandum) are incorporated in, and taken to form part of, this Information Memorandum: the most recently published audited consolidated financial statements (including the auditor s report thereon and notes thereto) of the Issuer and, when released, any English translation, which can be viewed online at the audited consolidated financial statements of Swedbank (including the auditors reports thereon and notes thereto) and, when released, any English translation, which can be viewed online at 2

5 the unaudited financial information in the published unaudited interim report of Swedbank and, when released, any English translation, which can be viewed online at all supplements or amendments to this Information Memorandum circulated by the Issuer from time to time; each Pricing Supplement and all documents stated therein to be incorporated in this Information Memorandum; and all other documents issued by the Issuer and stated to be incorporated in this Information Memorandum by reference. Any statement contained in this Information Memorandum shall be modified or superseded in this Information Memorandum to the extent that a statement contained in any document subsequently incorporated by reference into this Information Memorandum modifies or supersedes such statement (including whether expressly or by implication). Except as provided above, no other information, including any information on the internet sites of the Issuer or in any document incorporated by reference in any of the documents described above, is incorporated by reference into this Information Memorandum. Copies of documents which are incorporated by reference in this Information Memorandum may be obtained, free of charge, from the registered office of the Issuer as set out at the end of this Information Memorandum or from such other person specified in a Pricing Supplement. For the avoidance of doubt, the Issuer s website is not incorporated by reference in this Information Memorandum. Investors should review, amongst other things, the documents which are deemed to be incorporated by reference in this Information Memorandum when deciding whether or not to subscribe for, purchase or otherwise deal in any Bonds or any rights in respect of any Bonds. References to internet site addresses Any internet site addresses provided in this Information Memorandum are for reference only and, unless expressly stated otherwise, the content of any such internet site is not incorporated by reference into, and does not form part of, this Information Memorandum. No independent verification The only role of the Arranger, the Dealers and the Agents in the preparation of this Information Memorandum has been to confirm to the Issuer that their respective details, Australian Business Number ( ABN ) and Australian financial services licence ( AFSL ) numbers (where applicable) in the sections entitled Summary of the Programme and Directory below are accurate as at the Preparation Date (as defined below). Apart from the foregoing, none of the Arranger, the Dealers (and none of their respective affiliates ( Dealer Affiliates )) or the Agents has independently verified the information contained in this Information Memorandum. Accordingly, no representation, warranty or undertaking, express or implied, is made, and no responsibility is accepted, by any of them, as to the accuracy or completeness of this Information Memorandum or any further information supplied by the Issuer in connection with the Issuer, the Programme or any Bonds. The Arranger, the Dealers, the Dealer Affiliates and the Agents expressly do not undertake to review the financial condition or affairs of the Issuer or Swedbank or any of their respective affiliates or subsidiaries at any time or to advise any holder of a Bond of any information coming to their attention with respect to the Issuer and make no representations as to the ability of the Issuer or Swedbank to comply with their respective obligations under the Bonds or the Guarantee. None of the Arranger, the Dealers or the Agents make any representation as to the performance of the Issuer or Swedbank, the maintenance of capital or any particular rate of return, nor does the Arranger, any Dealer, any Dealer 3

6 Affiliate or Agent guarantee the payment of capital or any particular rate of capital or income return, in each case, on the Bonds. No authorisation No person has been authorised to give any information or make any representations not contained in or consistent with this Information Memorandum in connection with the Issuer, Swedbank, the Programme or the issue or sale of the Bonds and, if given or made, such information or representation must not be relied on as having been authorised by the Issuer, Swedbank, the Arranger, the Dealers, the Dealer Affiliates or any of the Agents. Intending purchasers to make independent investment decision and obtain tax advice This Information Memorandum contains only summary information concerning the Bonds. Neither the information contained in this Information Memorandum nor any other information supplied in connection with the Issuer, Swedbank, the Programme or the issue of any Bonds is intended to provide the basis of any credit or other evaluation and should not be considered or relied on as a recommendation or a statement of opinion (or a report of either of those things) by any of the Issuer, Swedbank, the Arranger, the Dealers, the Dealer Affiliates or any Agent that any recipient of this Information Memorandum or any other information supplied in connection with the Issuer, Swedbank, the Programme or the issue of any Bonds should subscribe for, purchase or otherwise deal in any Bonds or any rights in respect of any Bonds. Each investor contemplating subscribing for, purchasing or otherwise dealing in any Bonds or any rights in respect of any Bonds should: make and rely upon (and shall be taken to have made and relied upon) its own independent investigation of the financial condition and affairs of, and its own appraisal of the creditworthiness of, the Issuer and Swedbank; determine for themselves the relevance of the information contained in this Information Memorandum and any other information supplied in connection with the Programme or the issue of any Bonds, and must base their investment decision solely upon their independent assessment and such investigations as they consider necessary; and consult their own tax advisers concerning the application of any tax laws applicable to their particular situation. No advice is given in respect of the legal or taxation treatment of investors or purchasers in connection with an investment in any Bonds or rights in respect of them and each investor is advised to consult its own professional adviser. Risks Neither this Information Memorandum nor any other information supplied in connection with the Programme or the issue of any Bonds describes the risks of an investment in any Bonds. Prospective investors should consult their own professional, financial, legal and tax advisers about risks associated with an investment in any Bonds and the suitability of investing in the Bonds in light of their particular circumstances. No offer This Information Memorandum does not, and is not intended to, constitute an offer or invitation by or on behalf of the Issuer, Swedbank, the Arranger, the Dealers, the Dealer Affiliates or the Agents to any person to subscribe for, purchase or otherwise deal in any Bonds. Selling restrictions and no disclosure Neither this Information Memorandum nor any other disclosure document in relation to the Bonds has been, or will be, lodged with the Australian Securities and Investments Commission ( ASIC ). No 4

7 action has been taken which would permit an offering of the Bonds in circumstances that would require disclosure under Part 6D.2 or Chapter 7 of the Corporations Act. The Information Memorandum is not a prospectus or other disclosure document for the purposes of the Corporations Act. For a description of certain restrictions on offers, sales and deliveries of the Bonds, and on distribution of this Information Memorandum, any Pricing Supplement or other offering material relating to the Bonds, see the section entitled Selling Restrictions below. A person may not (directly or indirectly) offer for subscription or purchase or issue an invitation to subscribe for or buy Bonds, nor distribute or publish this Information Memorandum or any other offering material or advertisement relating to the Bonds except if the offer or invitation, or distribution or publication, complies with all applicable laws and directives. No registration in the United States The Bonds have not been, and will not be, registered under the Securities Act. The Bonds may not be offered, sold, delivered or transferred, at any time, within the United States of America, its territories or possessions or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act ( Regulation S )) except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Agency and distribution arrangements The Issuer has agreed to pay fees to the Agents for undertaking their respective roles and reimburse them for certain of their expenses incurred in connection with the Programme and the offer and sale of Bonds. The Issuer may also pay a Dealer a fee in respect of the Bonds subscribed by it, may agree to reimburse the Dealers for certain expenses incurred in connection with this Programme and may indemnify the Dealers against certain liabilities in connection with the offer and sale of Bonds. The Issuer, Swedbank, the Arranger, the Dealers, the Dealer Affiliates and the Agents, and their respective related entities, directors, officers and employees may have pecuniary or other interests in the Bonds and may also have interests pursuant to other arrangements and may receive fees, brokerage and commissions and may act as a principal in dealing in any Bonds. The distribution and use of this Information Memorandum, including any Pricing Supplement, advertisement or other offering material, and the offer or sale of Bonds may be restricted by law in certain jurisdictions and intending purchasers and other investors should inform themselves about them and observe any such restrictions. In particular, no action has been taken by any of the Issuer, the Arranger, the Dealers, the Dealer Affiliates or any Agents which would permit a public offering of any Bonds or distribution of this Information Memorandum or any such document in any jurisdiction where action for that purpose is required. References to credit ratings There are references to credit ratings in this Information Memorandum. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant assigning organisation. Each credit rating should be evaluated independently of any other credit rating. Credit ratings are for distribution only to a person who is not a retail client within the meaning of section 761G of the Corporations Act and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Part 6D.2 or Chapter 7 of the Corporations Act, and who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to receive this Information Memorandum and anyone who receives this Information Memorandum must not distribute it to any person who is not entitled to receive it. 5

8 Currencies In this Information Memorandum, references to A$ or Australian dollars are to the lawful currency of the Commonwealth of Australia, references to Krona, Swedish Krona or SEK are to the lawful currency of Sweden and references to, Euro, EUR or euro are to the lawful currency of the member states of the European Union that have adopted the single currency in accordance with the Treaty establishing the European Community, as amended from time to time. Currency of information The information contained in this Information Memorandum is prepared as of its Preparation Date. Neither the delivery of this Information Memorandum nor any offer, issue or sale made in connection with this Information Memorandum at any time implies that the information contained in it is correct, that any other information supplied in connection with the Programme or the issue of Bonds is correct or that there has not been any change (adverse or otherwise) in the financial conditions or affairs of the Issuer at any time subsequent to the Preparation Date. In particular, neither the Issuer nor Swedbank is under any obligation to any person to update this Information Memorandum at any time after an issue of Bonds. In this Information Memorandum, Preparation Date means: in relation to this Information Memorandum, the date indicated on its face or, if this Information Memorandum has been amended or supplemented, the date indicated on the face of that amendment or supplement; in relation to annual reports and any financial statements incorporated in this Information Memorandum, the date up to, or as at, the date on which such annual reports and financial statements relate; and in relation to any other item of information which is to be read in conjunction with this Information Memorandum, the date indicated on its face as being its date of release or effectiveness. 6

9 Summary of the Programme The following is a brief summary only and should be read in conjunction with the rest of this Information Memorandum and, in relation to any Bonds, the applicable Conditions and any relevant Pricing Supplement. A term used below but not otherwise defined has the meaning given to it in the Conditions. A reference to a Pricing Supplement does not limit the provisions or features of this Programme which may be supplemented, amended, modified or replaced by a Pricing Supplement in relation to a particular Tranche or Series of Bonds. Issuer: Guarantor: Programme description: Swedbank Mortgage AB (publ) ( Issuer ). Swedbank AB (publ) ( Swedbank ) has issued the Guarantee in respect of all presently outstanding and future unsubordinated debt instruments issued by Swedbank Mortgage, including Bonds issued under the Programme. A copy of the Guarantee is set out under the section entitled Guarantee below. A non-underwritten debt issuance programme under which, subject to applicable laws and directives, the Issuer may elect to issue medium term covered bonds ( Bonds ) in the Australian domestic capital market in registered uncertificated form. Subject to all applicable laws and directives, the Issuer may issue Bonds in any country including Australia and countries in Europe and Asia but not in the United States of America unless such Bonds are registered under the Securities Act or an exemption from the registration requirements under the Securities Act is available. Under the Programme, Swedbank may also issue medium term notes. Swedbank has published a separate information memorandum that describes the issue of such notes. Programme Amount: A$10,000,000,000 (or its equivalent in other currencies and as that amount may be increased from time to time). Programme Term: Arranger: Dealers: The term of the Programme continues until terminated by the Issuer giving 30 days notice to the Arranger and the Dealers then appointed to the Programme generally or earlier by agreement between all parties to the Dealer Agreement dated 28 August 2015, as amended or supplemented from time to time ( Dealer Agreement ). The Hongkong and Shanghai Banking Corporation Limited, Sydney Branch The Hongkong and Shanghai Banking Corporation Limited, Sydney Branch Contact details and particulars of the ABN and AFSL for each of the above named Arranger and Dealers are set out in the in the section entitled Directory below. Additional Dealers may be appointed by the Issuer from time to time for a specific Tranche or Series of Bonds only or to the Programme generally. Registrar: Citigroup Pty Limited (ABN ) and/or any other person appointed by the Issuer to perform registry functions and establish and maintain a Register (as defined below) in or outside Australia on the Issuer s behalf from time to time ( Registrar ). Details of additional appointments in respect of a Tranche or Series will be notified in the relevant Pricing Supplement. 7

10 Issuing and Paying Agent: Calculation Agents: Agents: Form of Bonds: Citigroup Pty Limited (ABN ) and/or such other person appointed by the Issuer to act as issuing agent or paying agent on the Issuer s behalf from time to time in Australia in respect of a Tranche or Series ( Issuing and Paying Agent ) as will be notified in the relevant Pricing Supplement. If a Calculation Agent is required for the purpose of calculating any amount or making any determination under a Bond, such appointment will be notified in the relevant Pricing Supplement. The Issuer may terminate the appointment of the Calculation Agent, appoint additional or other Calculation Agents or elect to have no Calculation Agent. Where no Calculation Agent is appointed, the calculation of interest, principal and other payments in respect of the relevant Bonds will be made by the Issuer. Each Registrar, Issuing and Paying Agent, Calculation Agent and any other person appointed by the Issuer to perform other agency functions with respect to any Tranche or Series of Bonds (details of such appointment may be set out in the relevant Pricing Supplement). Bonds will be issued in registered uncertificated form and will be debt obligations of the Issuer which are constituted by, and owing under, the Covered Bond Deed Poll dated 28 August 2015, as amended or supplemented from time to time, or such other deed poll executed by the Issuer as may be specified in an applicable Pricing Supplement (each a Deed Poll ). Bonds take the form of entries in a register ( Register ) maintained by the Registrar. Status and ranking: Negative pledge: No Events of Default: Early redemption: Issuance in Series: Maturities: Currencies: The Bonds will constitute unsubordinated obligations of the Issuer and rank, and will rank, pari passu without any preference among themselves. The Bonds are obligations issued in accordance with the S.O. Act and rank pari passu with all other obligations of the Issuer that have been provided the same priority as Bonds issued in accordance with the terms of the S.O. Act. None. The Conditions of the Bonds do not include any events of default relating to the Issuer or Swedbank, the occurrence of which would entitle holders to accelerate repayment of the Bonds, and holders will only be paid the scheduled interest payments under the Bonds as and when they fall due under the Conditions. Early redemption of the Bonds will only be permitted to the extent specified in the applicable Pricing Supplement and subject to certain conditions as set out in the Conditions. Bonds will be issued in Series. Each Series may comprise one or more Tranches having one or more issue dates and on conditions that are otherwise identical (other than, to the extent relevant, in respect of the issue price and the first payment of interest). The Bonds of each Tranche of a Series are intended to be fungible with the other Tranches of Bonds of that Series. Subject to all applicable laws and directives, Bonds may have any maturity as may be specified in the applicable Pricing Supplement or as may be agreed between the Issuer and the relevant purchasing Dealer. Subject to all applicable laws and directives, Bonds will be denominated in Australian dollars or such other freely tradeable currency or currencies as may 8

11 be specified in the relevant Pricing Supplement. Issue Price: Interest: Denominations: Clearing Systems: Bonds shall be issued at any price on a fully paid basis. Bonds may or may not bear interest. Interest (if any) may be at a fixed, floating or other variable rate and may vary during the lifetime of the relevant Series. Subject to all applicable laws and directives, Bonds will be issued in such denominations as may be specified in the relevant Pricing Supplement. Bonds may be transacted either within or outside any Clearing System (as defined below). The Issuer may apply to Austraclear Ltd (ABN ) ( Austraclear ) for approval for Bonds to be traded on the clearing and settlement system operated by it ( Austraclear System ). Upon approval by Austraclear, the Bonds will be traded through Austraclear in accordance with the rules and regulations of the Austraclear System. Such approval by Austraclear is not a recommendation or endorsement by Austraclear of such Bonds. Transactions relating to interests in the Bonds may also be carried out through the settlement system operated by Euroclear Bank S.A./N.V. ( Euroclear ), the settlement system operated by Clearstream Banking, société anonyme ( Clearstream, Luxembourg ) or any other clearing system outside Australia specified in the relevant Pricing Supplement (the Austraclear System, Euroclear, Clearstream, Luxembourg and any other clearing system specified in the relevant Pricing Supplement, each a Clearing System ). Interests in the Bonds traded in the Austraclear System may be held for the benefit of Euroclear or Clearstream, Luxembourg. In these circumstances, entitlements in respect of holdings of interests in Bonds in Euroclear would be held in the Austraclear System by a nominee of Euroclear (currently HSBC Custody Nominees (Australia) Limited) while entitlements in respect of holdings of interests in Bonds in Clearstream, Luxembourg would be held in the Austraclear System by a nominee of J.P. Morgan Chase Bank, N.A. as custodian for Clearstream, Luxembourg. The rights of a holder of interests in a Bond held through Euroclear or Clearstream, Luxembourg are subject to the respective rules and regulations for accountholders of Euroclear and Clearstream, Luxembourg, the terms and conditions of agreements between Euroclear and Clearstream, Luxembourg and their respective nominee and the rules and regulations of the Austraclear System. In addition, any transfer of interests in a Bond, which is held through Euroclear or Clearstream, Luxembourg will, to the extent such transfer will be recorded on the Austraclear System, be subject to the Corporations Act and the requirements for minimum consideration as set out in the Conditions. The Issuer will not be responsible for the operation of the clearing arrangements which is a matter for the clearing institutions, their nominees, their participants and the investors. Title: Entry of the name of the person in the Register in respect of a Bond in registered form constitutes the obtaining or passing of title and is conclusive evidence that the person so entered is the registered holder of that Bond subject to correction for fraud or proven error. Title to Bonds which are held in a Clearing System will be determined in 9

12 accordance with the rules and regulations of the relevant Clearing System. Bonds which are held in the Austraclear System will be registered in the name of Austraclear. No certificates in respect of any Bonds will be issued unless the Issuer determines that certificates should be available or it is required to do so pursuant to any applicable law or directive. Title to other Bonds which are not lodged in a Clearing System will depend on the form of those Bonds as specified in the relevant Pricing Supplement. Other Bonds: Payments and Record Date: The Issuer may from time to time issue Bonds in a form not specifically contemplated in this Information Memorandum. Terms applicable to any other type of Bond that the Issuer and any relevant Dealer(s) or other investor(s) may agree to issue under this Programme will be set out in the relevant Pricing Supplement or another supplement to this Information Memorandum. Payments to persons who hold Bonds through a Clearing System will be made in accordance with the rules and regulations of the relevant Clearing System. If Bonds are not lodged in a Clearing System, then payments in respect of those Bonds will be made to the account of the registered holder of such Bonds in the Register as at 5.00pm in the place where the Register is maintained on the relevant Record Date. If no account is notified, then payments will be made by cheque mailed on the Business Day immediately preceding the relevant payment date to the registered holder at its address appearing in the Register on the Record Date or in such other manner as the Issuer considers appropriate. The Record Date is 5.00pm in the place where the Register is maintained on the eighth calendar day before a payment date or such other period specified in the relevant Pricing Supplement. Selling restrictions: Transfer procedure: The offer, sale and delivery of Bonds and the distribution of this Information Memorandum and other material in relation to any Bonds are subject to such restrictions as may apply in any country in connection with the offer and sale of a particular Tranche or Series of Bonds. In particular, restrictions on the offer, sale or delivery of Bonds in Australia, the United Kingdom, the United States of America, Hong Kong, Japan, Singapore and the European Economic Area are set out in the section entitled Selling Restrictions below. Bonds may only be transferred in whole and in accordance with the Conditions. In particular, Bonds may only be transferred if: in the case of Bonds to be transferred in, or into, Australia: (i) (ii) the offer or invitation giving rise to the transfer is for an aggregate consideration of at least A$500,000 (or its equivalent in an alternative currency and, in either case, disregarding moneys lent by the transferor or its associates to the transferee) or does not otherwise require disclosure to investors under Part 6D.2 or Chapter 7 of the Corporations Act; the transfer is not to a retail client for the purposes of 10

13 section 761G of the Corporations Act; and (iii) the transfer complies with Banking (Exemption) Order No. 82 as if it applied to the Issuer mutatis mutandis (and which, as at the date of this Information Memorandum, requires all offers and transfers of any parcels of Bonds to be for an aggregate principal amount of not less than A$500,000); and at all times, the transfer complies with all applicable laws and directives of the jurisdiction where the transfer takes place. Transfers of Bonds held in a Clearing System will be made in accordance with the rules and regulations of the relevant Clearing System. Stamp duty: Any stamp duty incurred at the time of issue of the Bonds will be for the account of the Issuer. Any stamp duty incurred on a transfer of Bonds will be for the account of the relevant investors. As at the date of this Information Memorandum, no ad valorem stamp duty is payable in any Australian State or Territory on the issue, transfer or redemption of the Bonds. However, investors are advised to seek independent advice regarding any stamp duty or other taxes imposed by another jurisdiction upon the transfer of Bonds, or interests in Bonds. Taxes, withholdings and deductions: All payments in respect of the Bonds will be made without withholding or deduction for or on account of any present or future Taxes unless such deduction or withholding is required by law. In such circumstances, such deduction or withholding will be made and the Issuer will not be under any obligation to pay, and shall not pay, additional amounts to investors in respect of any such deduction or withholding and affected investors will receive interest payments net of such deduction or withholding. In addition, Swedbank is under no obligation to pay additional amounts to investors in respect of any deduction or withholding required by law in respect of payments made under the Guarantee. A brief overview of the Australian and Swedish taxation treatment of payments of interest on Bonds is set out in the section entitled Taxation below. The U.S. Foreign Account Tax Compliance Act (or FATCA ) imposes a due diligence and reporting regime and, potentially, a 30 per cent. withholding tax with respect to certain payments to (i) non-u.s. financial institutions that do not comply with this due diligence and reporting regime, and (ii) certain investors that do not provide identification information with respect to interests issued by a participating non-u.s. financial institution. While the Bonds are in global form and held within the clearing systems, in all but the most remote circumstances, it is not expected that FATCA will affect the amount of any payment received by the clearing systems. However, FATCA may affect payments made to custodians or intermediaries in the subsequent payment chain leading to the ultimate investor if any such custodian or intermediary generally is unable to receive payments free of FATCA withholding. It also may affect payment to any ultimate investor that is a financial institution that is not entitled to receive payments free of withholding under FATCA, or an ultimate investor that fails to provide its broker (or other custodian or intermediary from which it receives payment) with any information, forms, other documentation or consents that may be necessary for the payments to be made free of FATCA withholding. Investors should choose the custodians or intermediaries with care (to ensure each is compliant with FATCA or other laws or agreements related to FATCA) and 11

14 provide each custodian or intermediary with any information, forms, other documentation or consents that may be necessary for such custodian or intermediary to make a payment free of FATCA withholding. Prospective investors should refer to the section entitled Taxation Foreign Account Tax Compliance Act below. Listing: It is not currently intended that the Bonds will be listed on any stock exchange. An application may be made for the Issuer to be admitted to the official list of, and/or Bonds of a particular Series to be quoted on, the Australian Securities Exchange operated by ASX Limited (ABN ) ( ASX ) or on any other stock or securities exchange (in accordance with applicable laws and directives). Any Bonds which are quoted on the ASX will not be transferred through, or registered on, the Clearing House Electronic Sub-Register System ( CHESS ) operated by ASX Settlement Pty Limited (ABN ) and will not be Approved Financial Products for the purposes of that system. Interests in the Bonds will instead be held in, and transferable through, the Austraclear System. The applicable Pricing Supplement in respect of the issue of any Tranche of Bonds will specify whether or not such Bonds will be quoted on any stock or securities exchange. Governing law: Use of proceeds: Credit rating: The Bonds (other than Condition 4.1 ( Status and ranking )) and all related documentation will be governed by the laws of New South Wales, Australia except that the Guarantee and Condition 4.1 shall be governed by Swedish law. The net proceeds from each issue of Bonds will be used by the Issuer for its general corporate purposes. The Issuer and/or the Bonds to be issued under the Programme may be rated by one or more rating agencies. The credit rating of the Issuer or an individual Tranche or Series of Bonds will be specified in the relevant Pricing Supplement for those Bonds (or another supplement to this Information Memorandum). A credit rating is not a recommendation to buy, sell or hold Bonds and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. Credit ratings are for distribution only to a person who is not a retail client within the meaning of section 761G of the Corporations Act and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Part 6D.2 or Chapter 7 of the Corporations Act, and who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to receive this Information Memorandum and anyone who receives this Information Memorandum must not distribute it to any person who is not entitled to receive it. Investors to obtain independent advice with respect to investment and other risks: This Information Memorandum does not describe the risks of an investment in any Bonds. Prospective investors should consult their own professional, financial, legal and tax advisers about risks associated with an investment in any Bonds and the suitability of investing in the Bonds in light of their particular circumstances. 12

15 Description of the Issuer Swedbank Mortgage AB (publ) ( Swedbank Mortgage ) is a wholly-owned subsidiary of Swedbank AB (publ) ( Swedbank ). As set out in further detail in Article 2A of its Articles of Association, Swedbank Mortgage's business is mortgage lending in Sweden. Swedbank Mortgage is one of Sweden's leading mortgage lenders. Its customers include Swedish homeowners, businesses, tenant-owner associations, municipalities and agricultural and forestry businesses. Swedbank Mortgage's products primarily consist of loans secured by Swedish residential, agricultural and forest properties. Swedbank Mortgage was incorporated in Sweden on 19 February 1885 for an unlimited duration as a regional mortgage financing house, specialising in property construction loans in the region of Malmoe in southern Sweden. Swedbank Mortgage is a public limited liability credit market company (Sw: Kreditmarknadsbolag), registered with the Swedish Companies Registration Office (Sw: Bolagsverket) in Sundsvall under registration number Products and Services Swedbank Mortgage lends exclusively in Sweden and primarily provides long-term loans secured by first ranking mortgages on existing properties. More than half of the mortgage loan portfolio consists of loans to owners of single family homes. It also grants loans for multi-family housing, tenant-owner associations, municipalities, commercial properties and to the agriculture and forestry sector. Swedbank Mortgage finances properties and tenant owner rights of up to 85 per cent of their estimated market value. The loans offered by Swedbank Mortgage can have fixed or variable interest rates and are repaid according to a straight line or serial amortisation schedule or with a single repayment. Maturities vary from 10 to 60 years and the historically observed, typical weighted average life of a loan is around 5-7 years. 13

16 Description of Swedbank Swedbank AB (publ) ( Swedbank ) is a public limited liability bank company (Sw: Bankaktiebolag) incorporated under the laws of the Kingdom of Sweden and headquartered in Stockholm. It has been registered in the Swedish Companies Registration Office in Sundsvall under registration number since 24 April Swedbank s and its subsidiaries (the Group ) principal markets are in Sweden, Estonia, Latvia and Lithuania. As set out in Article 1 of its Articles of Association, the purpose of the Group is to conduct banking business and financing operations, and operations naturally connected therewith. The Group offers a broad range of products and services, including retail banking, corporate and investment banking, asset management and insurance products, and the majority of the Group's income is derived from its Swedish banking services. The Group has a history dating back to 1820 when the first savings bank was founded in Sweden. In the early 1990s, each of Sparbanken Sverige and Föreningsbanken was merged with a number of regional savings banks and regional agricultural co-operative banks, respectively. In 1997, Sparbanken Sverige and Föreningsbanken merged to form FöreningsSparbanken. FöreningsSparbanken changed its name to Swedbank in Swedbank expanded its operations into the Baltic countries (Estonia, Latvia and Lithuania) in 1996 when it acquired a 12.5 per cent stake in Eesti Hoiupank, a bank that merged with Hansabank in In 1999, Swedbank acquired additional shares resulting in a 50 per cent ownership of the shares in Hansabank and in 2005 acquired all outstanding shares in Hansabank (now Swedbank AS). Its Russian and Ukrainian operations are reported as discontinued operations for 2012 and During the second quarter 2013 the sale of the Group s Ukrainian subsidiary was finalised. The Group also decided to wind-down the remaining operations in Russia. In October 2013, the Russian central bank approved Swedbank s application to revoke Swedbank s banking licence in Russia. In April 2015, Swedbank divested the subsidiary Juristbyrån to Familjens jurist AB. Familjens jurist aims to continue the franchise operation in its current form. The acquisition is approved by the Swedish Competition Authority. Strategy Swedbank s core strategy is to provide customer value and build sustainable value. By being a stable profitable bank with low risk, Swedbank is able to build relationships that meet its customers long-term needs. The aim of its strategy is to create sustainable value for its customers, society, its shareholders and its employees. Swedbank has chosen to create long-term customer and shareholder value. This goal reflects Swedbank s purpose, values and vision. Accessible Full-Service Bank Swedbank offers households and businesses a range of banking services; everything from basic transaction services to sophisticated advisory services. Swedbank s goal is to provide these services in a sustainable way that creates customer value while promoting sound financial practices. Swedbank s products and services are based on and adapted to its customers needs and preferences. By being an accessible bank, Swedbank increases the overall value it can offer local communities. Swedbank is an inclusive bank with services that cater to a variety of needs. Many basic services that can be automated are carried out through self-service channels. More complex services that require specialty advice are provided by Swedbank employees directly to customers. Business Segments The Group consists of four business segments. Swedish Banking: Swedish Banking offers a broad range of financial products and services to private customers, as well as small and medium-sized corporates, through branches as well as through telephone and internet banking. Through co-operation with local associated independent savings banks and partly-owned banks, the Group also offers its retail products through other branches; 14

17 Baltic Banking: Baltic Banking offers a complete range of financial products and services to private and corporate customers in Estonia, Latvia and Lithuania through branches as well as through telephone and internet banking. The Group holds leading positions in several key market segments in its Baltic home markets; Large Corporates & Institutions: Large Corporates & Institutions ( LC&I ) is responsible for customers with revenues above SEK 2 billion whose needs are considered complex due to their multinational operations or their need for sophisticated financing solutions. LC&I is also responsible for developing corporate and capital market products for other parts of the Group and associated independent Swedish savings banks. LC&I works closely with customers to provide advice on decisions that create sustainable profits and growth. LC&I branches are located in Sweden, Norway, Estonia, Latvia, Lithuania, Finland, Luxembourg, China, the United States and South Africa; and Group Functions & Other: Group Functions & Other consists of Group Functions and Ektornet (the repossessed property management and development division). Group Functions consists of Group Finance (including Group Treasury) Risk, Compliance, Corporate Affairs (which covers communication, strategic marketing and community relations), Human Resources, Legal, Group Product, Group IT and the Group Executive Committee. Group Functions operates across all of the business segments and provides strategic and administrative support to all segments. Products and Services Mortgage Lending Products The products offered primarily consist of loans secured by mortgages over the underlying residential, agricultural and forest properties. Consumer real estate loans include fixed and variable rate loans for home purchase and refinancing needs. Both Swedbank and Swedbank Mortgage originate mortgages. Swedbank Mortgage is responsible for the origination of loans with up to a 85 per cent. loan-to-value ratio, whereas Swedbank is responsible for originating loans which exceed a 85 per cent. loan-to-value ratio. To benefit customers by offering a broad range of home buying services and reducing costs, while creating the opportunity to acquire profitable new businesses in this segment, the Group creates economies of scale by co-operating with a number of partners including Swedbank's subsidiary, Swedbank Fastighetsbyrå, various home builders and other construction companies. Corporate Banking Products The Group offers a full range of corporate banking products and services for small and medium-sized business clients, and large and multinational corporate customers, including financing, cash management, leasing products, investment and risk management services. In addition, the Group offers mortgage lending and lending to the agricultural and forestry industries through Swedbank Mortgage. The products offered include corporate loans as well as credit facilities adapted to meet the customers' needs. Real estate loans are primarily aimed at public and private developers, home builders and commercial real estate companies. Investment Banking Products The Group offers equity, fixed income and currency trading, project, export and acquisition financing and corporate services as part of its LC&I business. Consumer Lending Products The Group offers a range of personal loans, both secured and unsecured to its retail customers. These can be made for specific purposes, such as vehicle loans, or as general purpose personal loans. Savings and Investment Products The Group offers a comprehensive range of deposit-related products, including traditional savings accounts and current accounts tailored to different customer segments. Through Asset Management and Insurance, the Group offers its customers a comprehensive range of investment products, 15